LionFish Group Limited (formerly LionFish Litigation Finance Limited) Filleted accounts for Companies House (small and micro)

COMPANY REGISTRATION NUMBER: 12165991

LionFish Group Limited (formerly LionFish Litigation Finance Limited)

Filleted Unaudited Financial Statements

31 December 2024

LionFish Group Limited (formerly LionFish Litigation Finance Limited)

Financial Statements

Year ended 31 December 2024

Contents	Page

Officers and professional advisers	1

Chartered certified accountants report to the board of directors on the preparation of the unaudited statutory financial statements	2

Statement of financial position	3

Notes to the financial statements	5

LionFish Group Limited (formerly LionFish Litigation Finance Limited)

Officers and Professional Advisers

The board of directors	O J Bates
	T Ishikawa
	T K Lansky
	G N Scott
	G M Wells

Registered office	c/o Foresight Group LLP
	The Shard
	32 London Bridge Street
	London
	SE1 9SG

Accountants	Complete Accounting Solutions
	Chartered Certified Accountants
	727-729 High Road
	London
	N12 0BP

LionFish Group Limited (formerly LionFish Litigation Finance Limited)

Chartered Certified Accountants Report to the Board of Directors on the Preparation of the Unaudited Statutory Financial Statements of LionFish Group Limited (formerly LionFish Litigation Finance Limited)

Year ended 31 December 2024

As described on the statement of financial position, the directors of the company are responsible for the preparation of the financial statements for the year ended 31 December 2024, which comprise the statement of financial position and the related notes. You consider that the company is exempt from an audit under the Companies Act 2006. In accordance with your instructions we have compiled these financial statements in order to assist you to fulfil your statutory responsibilities, from the accounting records and from information and explanations supplied to us.

Complete Accounting Solutions Chartered Certified Accountants

727-729 High Road London N12 0BP

LionFish Group Limited (formerly LionFish Litigation Finance Limited)

Statement of Financial Position

31 December 2024

	2024	2023
Note	£	£

Non-current assets

Intangible assets	5	1,835,111	2,032,346
Property, plant and equipment	6	1,435	1,158
Investments	7	7,014,156	4,376,352
		------------	------------
		8,850,702	6,409,856

Current assets

Debtors: due within one year	8	1,769	1,382
Debtors: due after more than one year	8	2,000,000	2,000,000
Cash at bank and in hand		20,312	41,080
		------------	------------
		2,022,081	2,042,462

Creditors: amounts falling due within one year	9	( 50,874)	( 76,339)
		------------	------------
Net current assets		1,971,207	1,966,123
		-------------	------------
Total assets less current liabilities		10,821,909	8,375,979

Creditors: amounts falling due after more than one year	10	( 13,468,402)	( 9,089,223)

Provisions	( 358)	( 220)
	-------------	------------
Net liabilities	( 2,646,851)	( 713,464)
	-------------	------------

Capital and reserves

Called up share capital	1,000	1,000
Profit and loss account	( 2,647,851)	( 714,464)
	------------	---------
Shareholders deficit	( 2,646,851)	( 713,464)
	------------	---------

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies' regime and in accordance with Section 1A of FRS 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'.

In accordance with section 444 of the Companies Act 2006, the statement of comprehensive income has not been delivered.

For the year ending 31 December 2024 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

Directors' responsibilities:

- The members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476 ;

- The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of financial statements .

LionFish Group Limited (formerly LionFish Litigation Finance Limited)

Statement of Financial Position (continued)

31 December 2024

These financial statements were approved by the board of directors and authorised for issue on 26 September 2025 , and are signed on behalf of the board by:

T Ishikawa

Director

Company registration number: 12165991

LionFish Group Limited (formerly LionFish Litigation Finance Limited)

Notes to the Financial Statements

Year ended 31 December 2024

1. General information

LionFish Group Limited is a private company limited by shares, incorporated in England and Wales, registration number 12165991 . The address of its principal place of business is 167-169 Great Portland Street, London W1W 5PF. The financial statements have been prepared for the year ended 31 December 2024, with comparatives for year ended 31 December 2023.

2. Statement of compliance

These financial statements have been prepared in compliance with Section 1A of FRS 102, 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland'.

3. Accounting policies

Basis of preparation

The financial statements have been prepared on the historical cost basis. The financial statements are prepared in sterling, which is the functional currency of the entity.

Financial assets

Litigation assets relate to the provision of funding to litigation matters for a return when the case comes to a successful conclusion. Investments are measured at the sum invested. Litigation assets are reviewed for impairment where events or circumstances indicate that their carrying amount may not be recoverable. Where the carrying value of the litigation assets exceeds its recoverable amount, the asset is written down accordingly.

When the Company disposes of its investment in a case to a third party under an uninsured (“naked”) contract, the difference between the disposal proceeds and the cost of investment disposed gives rise to a profit on disposal which is recognised through the profit and loss when the sale is agreed. These sales are non-recourse and, if the case is successful, the relevant % of the settlement received is paid to the third party.

For insured cases, when the Company disposes of a proportion of its participation share in the settlement of the case to a third party, where the third party return is calculated as a fixed percentage daily rate irrespective of the settlement value of a successful litigation outcome, the derecognition requirements under FRS 102 para 11.36 are not met and no sale or profit on disposal arise. The Company retains the full litigation asset and the proceeds of disposal under the third party contract are included as litigation liabilities.

Other assets arise principally from the provision of goods and services to customers (e.g. trade receivables), but also incorporate other types of financial assets where the objective is to hold these assets in order to collect contractual cash flows and the contractual cash flows are solely payments of principal and interest. They are initially recognised at fair value plus transaction costs that are directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment.

Going concern

At 31 December 2024, the Company has net liabilities of £2,646,851 (2023: £624,551). The directors believe that the assumption of going concern is appropriate due to the continued support of Blackmead Infrastructure Limited.

Financial liabilities

The Company classifies its financial liabilities depending on the purpose for which the liability was acquired.

Other financial liabilities

All the Company's financial liabilities are classified as other financial liabilities, which include the following items:

- Loans, Trade payables and other monetary liabilities, which are initially recognised at fair value and subsequently carried at amortised cost using the effective interest method.

Dividends

Dividends are recognised when they become legally payable. In the case of interim dividends to equity shareholders, this is when declared by the directors. In the case of final dividends, this is when approved by the shareholders at the AGM.

Consolidation

The company has taken advantage of the option not to prepare consolidated financial statements contained in Section 398 of the Companies Act 2006 on the basis that the company and its subsidiary undertakings comprise a small group.

Judgements and key sources of estimation uncertainty

The preparation of financial statements in compliance with FRS 101 requires the use of certain critical accounting estimates. It also requires the Company’s directors to exercise judgement in applying the company’s accounting policies. The areas where significant judgements and estimates have been made in preparing the financial statements and their effect are disclosed in Note 3.

Revenue recognition

Revenue is recognised to the extent that is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of consideration receivable, inclusive of recoverable expenses incurred but excluding value added tax.

Deferred taxation

Deferred tax assets and liabilities are recognised where the carrying amount of an asset or liability in the statement of financial position differs from its tax base, except for differences arising on: - The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of the deferred tax liabilities or other future taxable profits; and - Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met Recognition of deferred tax assets is restricted to those instances where it is probable that taxable profit will be available against which the difference can be utilised. The amount of the asset or liability is determined using tax rates that have been enacted or substantively enacted by the reporting date and are expected to apply when the deferred tax liabilities/assets are settled/recovered .

Goodwill

Goodwill arises on business acquisitions and represents the excess of the cost of the acquisition over the company's interest in the net amount of the identifiable assets, liabilities and contingent liabilities of the acquired business. Goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. It is amortised on a straight-line basis over its useful life. Where a reliable estimate of the useful life of goodwill or intangible assets cannot be made, the life is presumed not to exceed ten years.

Amortisation

Amortisation is calculated so as to write off the cost of an asset, less its estimated residual value, over the useful life of that asset as follows:

	Goodwill	-	10% straight line

If there is an indication that there has been a significant change in amortisation rate, useful life or residual value of an intangible asset, the amortisation is revised prospectively to reflect the new estimates.

Property, plant and equipment

Items of property, plant and equipment are initially recognised at cost. As well as the purchase price, cost includes directly attributable costs and the estimated present value of any future unavoidable costs of dismantling and removing items. The corresponding liability is recognised within provisions.

Depreciation

Depreciation is calculated so as to write off the cost or valuation of an asset, less its residual value, over the useful economic life of that asset as follows:

	Computer Equipment	-	33% straight line

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Critical estimates and judgements

The Company makes certain estimates and assumptions regarding the future. Estimates and judgements are continually evaluated based on actual experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. In the future, actual experience may differ from these estimates and assumptions. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial period are discussed below.

Litigation assets are reviewed for impairment where events or circumstances indicate that their carrying amount may not be recoverable. Where the carrying value of the litigation assets exceeds its recoverable amount, the asset is written down accordingly.

Defined contribution plans

Contributions to defined contribution pension schemes are charged to the statement of comprehensive income in the year to which they relate.

4. Employee numbers

The average number of persons employed by the company during the year amounted to 5 (2023: 4 ).

5. Intangible assets

	Goodwill	Website	Total
	£	£	£
Cost
At 1 January 2024	2,032,346	–	2,032,346
Additions	–	6,000	6,000
	------------	-------	------------
At 31 December 2024	2,032,346	6,000	2,038,346
	------------	-------	------------
Amortisation
Charge for the year	203,235	–	203,235
	------------	-------	------------
At 31 December 2024	203,235	–	203,235
	------------	-------	------------
Carrying amount
At 31 December 2024	1,829,111	6,000	1,835,111
	------------	-------	------------
At 31 December 2023	2,032,346	–	2,032,346
	------------	-------	------------

No amortisation has been provided in respect of the website as it is not yet complete and therefore not in use.

6. Property, plant and equipment

	Computer equipment
	£
Cost
At 1 January 2024	13,921
Additions	1,597
	--------
At 31 December 2024	15,518
	--------
Depreciation
At 1 January 2024	12,763
Charge for the year	1,320
	--------
At 31 December 2024	14,083
	--------
Carrying amount
At 31 December 2024	1,435
	--------
At 31 December 2023	1,158
	--------

7. Investments

	Shares in group undertakings	Litigation investments	Total
	£	£	£
Cost
At 1 January 2024	1	4,376,351	4,376,352
Additions	–	2,637,804	2,637,804
	----	------------	------------
At 31 December 2024	1	7,014,155	7,014,156
	----	------------	------------
Impairment
At 1 January 2024 and 31 December 2024	–	–	–
	----	------------	------------

Carrying amount
At 31 December 2024	1	7,014,155	7,014,156
	----	------------	------------
At 31 December 2023	1	4,376,351	4,376,352
	----	------------	------------

Subsidiary undertakings

The following were subsidiary undertakings of the Company:

Name - Islero Assignments Limited

Registered office address - c/o Foresight Group LLP, The Shard, 32 London Bridge Street, London, SE1 9SG Class of share - Ordinary

Holding - 100%

8. Debtors

Debtors falling due within one year are as follows:

	2024	2023
	£	£
Amounts owed by group undertakings and undertakings in which the company has a participating interest	30	–
Other debtors	1,739	1,382
	-------	-------
	1,769	1,382
	-------	-------

Debtors falling due after one year are as follows:

	2024	2023
	£	£
Other debtors	2,000,000	2,000,000
	------------	------------

9. Creditors: amounts falling due within one year

	2024	2023
	£	£
Trade creditors	–	12,913
Social security and other taxes	15,456	15,997
Other creditors	35,418	47,429
	--------	--------
	50,874	76,339
	--------	--------

10. Creditors: amounts falling due after more than one year

	2024	2023
	£	£
Related Party Loans	10,718,402	6,339,223
Other loans	2,000,000	2,000,000
Other creditors	750,000	750,000
	-------------	------------
	13,468,402	9,089,223
	-------------	------------

The Related Party Loans are due for repayment, unless previously paid or repaid, on 11 July 2033, together with accrued but unpaid interest. All Related Party Loan notes attract interest at base rate + 7% and interest accrues daily and compounds monthly. Of the Related Party Loans, £10,658,687 are secured by fixed charges and floating charges and £59,715 are unsecured. The Other Loans are due for repayment only if the Company receives certain cashflows based on the performance of certain litigation assets. The Other Loans are interest free and unsecured .

11. Deferred tax

The deferred tax included in the statement of financial position is as follows:

	2024	2023
	£	£
Included in provisions	358	220
	----	----

The deferred tax account consists of the tax effect of timing differences in respect of:

	2024	2023
	£	£
Accelerated capital allowances	358	220
	----	----

12. Pension commitments

The Company operates a defined contribution pension scheme for its employees. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £8,040 (2023: £14,133). Contributions totalling £1,335 (2023: £10,283) were payable to the fund at the balance sheet date and are included in creditors.

13. Controlling party

The immediate parent undertaking is Blackmead Infrastructure Limited. The ultimate parent company is Averon Park Limited. The address of the registered office for both entities is c/o Foresight Group LLP, The Shard, 32 London Bridge Street, London, SE1 9SG. Copies of accounts can be obtained from Companies House.